EX-99.1 3 w00439exv99w1.txt A LIST OF SCHEDULES, EXHIBITS AND ATTACHMENTS EXHIBIT 99.1 The following is a list of Schedules and Exhibits to the Asset Purchase Agreement (the "Purchase Agreement") dated March 31, 2004, by and between The BOC Group, Inc. and Airgas, Inc., Exhibit K thereto, the LOX/LIN/LAR Products Supply Agreement, and Exhibit M-1 thereto, the Gaseous Helium Supply Agreement (the "Supply Agreements"). Except for the Supply Agreements, the Schedules, Exhibits and Attachments to the Purchase Agreement and to the Supply Agreements are not being filed as exhibits to this Current Report on Form 8-K. The Registrant agrees to furnish supplementally a copy of any such Schedules, Exhibits and Attachments to the Securities and Exchange Commission upon request. LIST OF SCHEDULES
Schedule Description -------- ----------- DEF-1 Knowledge of the Purchaser DEF-2 Knowledge of the Seller DEF-3 Known Environmental Liabilities DEF-4 Permitted Liens DEF-5 Retained Real Property DEF-6 Joint Use Property DEF-7 CSC Employees DEF-8 Sales Employees DEF-9 Third Party Intellectual Property 2.1(c)(i) Purchased Motor Vehicles and Tractors (Excluding Cars and Forklifts) 2.1(c)(ii) Purchased Tube Trailers 2.1(c)(iii) Purchased Cars 2.1(c)(iv) Purchased Bulk Tanks 2.1(k) Excluded Accounts Receivable 2.2(b) Excluded Books and Records 2.2(e)(i) Certain Excluded Equipment 2.2(e)(ii) Retained Equipment 2.2(f)(i) Excluded Inventory 2.2(f)(ii) Retained Inventory 2.2(g) Excluded Software Applications 2.2(h) Excluded Contracts 2.2(i) Excluded Permits 2.2(p) Excluded Claims, Causes of Action and Guarantee Rights 2.2(u) Certain Excluded Assets 2.3(c) Assumed Tax Liabilities 5.3 Consents 5.4 Seller Governmental Approvals 5.5(a)(i) Financial Statements 5.5(a)(ii) Bulk Gas Volumes 5.6 No Business Material Adverse Change 5.7 Conduct of the Packaged Gas Business
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Schedule Description -------- ----------- 5.9(a)(i) Material Purchased Equipment 5.9(a)(ii) Title Exceptions; Condition Exceptions 5.9(a)(iii) Assets Required to conduct the Packaged Gas Business 5.9(b)(i) Container Transfers 5.9(b)(ii) Possession of Containers 5.9(b)(iii) Aggregate Number of Containers 5.9(b)(iv) Net Write-Ons and Write-Offs in Aggregate Balance of Containers 5.10 Litigation and Proceedings 5.12 Purchased Inventory 5.13(a) Purchased Intellectual Property 5.13(b) IP Licenses 5.13(d) Necessary Intellectual Property 5.14(a) Owned Real Property 5.14(b) Leased Real Property; Leased Real Property Exceptions 5.14(d) No Options 5.15 Permits 5.16(a) Certain Material Contracts 5.16(c) Material Contract Notices 5.17 Material Customers 5.18(a) Employee Benefit and Compensation Plans 5.18(b) Multiemployer Plans 5.18(d) Labor Relations 5.19 Compliance with Laws 5.20 Environmental 5.21 Taxes 6.4 Purchaser Governmental Approvals 7.2(d) Stable Environment 7.7(a) Seller Non-Compete Exclusions 7.7(b)(i) Acquired Competitors - Divestiture 7.7(b)(ii) Acquired Competitors - No Divestiture 7.11 Conduct of Packaged Gas Business Prior to Closing Date 7.11(c)(i) Ordinary Course of Business Collection Practices 7.11(c)(ii) Collection Practices Outside of the Ordinary Course of Business 7.16(a) Marks 7.26 Shared Sites 10.1(d) Employee Allocation Procedures 10.1(g)(iii) Severance Payment/Transition Payment Calculation Formulas 10.1(i) Employee Information 10.2 Approved Leave 10.9(b) Assumed Collective Bargaining Agreements
LIST OF EXHIBITS Exhibit A Form of Intellectual Property License Exhibit B Form of Long-Term Cylinder Supply Agreement Exhibit C Form of Bill of Sale (Purchaser Subsidiaries) Exhibit D-1 Form of Purchaser Real Property Leases Exhibit D-2 Term Sheet for Seller Real Property Lease (Miamiville, Ohio) Exhibit E Form of Seller Parent Letter Exhibit F Form of Real Property Lease Assignment Exhibit G Financial Statements Carve-Out Methodology Exhibit H Accounting Policies and Procedures Exhibit I Form of Bill of Sale, Assignment and Assumption Agreement Exhibit J-1 Form of Purchaser Real Property Sublease Exhibit J-2 Form of Seller Real Property Sublease Exhibit K Form of LOX/LIN/LAR Products Supply Agreement Attachment A - Reserved Volumes Attachment B - Initial Product Prices Attachment C - Distribution Matrix Attachment D - Undersized Tank Charge Schedule Attachment E - Product and Distribution Cost Escalation Attachment F - Ancillary Services Attachment G - Purity Standards Attachment H - Excluded Distributor Product Volumes Attachment I - Airgas Take or Pay Base Volumes Attachment J - BOC National Operation Center Personnel Exhibit L [Intentionally Omitted] Exhibit M-1 Form of Gaseous Helium Product Supply Agreement Exhibit I - Distributor Purchases of Cylinder Helium During BOC's Fiscal Year Ending September 30, 2003 Exhibit II - Option Trailers Exhibit III - Helium Purity Specifications Exhibit M-2 Form of Liquid Helium Product Supply Agreement Exhibit N Term sheet for Hydrogen Chloride Product Supply Agreement Exhibit O Term sheet for Rare Gas Supply and Tolling Agreement Exhibit P Term sheet for Hydrogen Product Supply Agreement Exhibit Q Post-Closing Payment Methodology Exhibit R Transition Plan Exhibit S Form of Helium Allocation Agreement Exhibit T Form of Helium Supply Agreement Addendum Exhibit U Form of Amendment to LOX/LIN/LAR Product Supply Agreement